INTERCREDITOR AND COLLATERAL AGENT AGREEMENT

EXHIBIT 4.3

INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT
---------------------------------------------


This INTERCREDITOR AND COLLATERAL AGENCY AGREEMENT ("Agreement"), dated as
---------
of August 1, 1996, by and among UNITED STATES TRUST COMPANY OF NEW YORK, as
trustee for the Noteholders under the Indenture (as defined below) (the
"Trustee"), BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as
-------
administrative agent for the financial institutions ("Banks") from time to time
-----
party to the Credit Agreement (as defined below) (the "Bank Agent") and IBJ
----------
SCHRODER BANK & TRUST COMPANY, as agent for the Trustee and the Bank Agent under
this Agreement ("Collateral Agent").
----------------

A. Pursuant to the Indenture dated as of August 1, 1996 (as amended,
modified or supplemented from time to time, the "Indenture") by and between the
---------
Trustee and Advanced Micro Devices, Inc. (the "Company"), the Company has issued
its $400,000,000 of Senior Secured Notes due 2003 ("Senior Secured Notes").
--------------------

B. Pursuant to the Credit Agreement dated as of July 19, 1996 (the
"Credit Agreement", as such term is further defined below) by and among Bank
----------------
Agent, the Company and the Banks, the Banks have agreed to lend to the Company,
subject to the terms and conditions of the Credit Agreement, up to $400,000,000
of term and revolving loans (the "Bank Credit", as such term is further defined
-----------
below).

C. The intent of this Agreement is, among other things, to describe the
relative rights and obligations of the Banks and the Trustee with respect to the
collateral of the Company in which they jointly benefit from the security
interest of the Collateral Agent.

NOW, THEREFORE, in consideration of the foregoing, and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties agree as follows:

1. Definitions; Rules of Interpretation.
------------------------------------

(a) Rules of Interpretation. In this Agreement, (i) the singular includes
-----------------------
the plural and the plural includes the singular; (ii) "or" is not exclusive;
(iii) a reference to a Person includes its permitted successors and permitted
assigns; (iv) the words "include," "includes" and "including" are not limiting;
(v) a reference to a section is to the cited section of this Agreement; and (vi)
any reference to "party," "parties" or to "the parties hereto" refers to one or
more of the Trustee, the Bank Agent and the Collateral Agent, and any successor
of any such persons, and not the Company.

(b) Definitions. The following terms have the respective meanings given:
-----------

"Aggregate Credit" means the aggregate principal amount of the Senior
----------------
Secured Notes outstanding at the time such term is used, plus the aggregate
principal amount of the loans outstanding under the Credit Agreement at the time
such term is used.

"AMD Texas" means AMD Texas Properties, LLC, a Delaware limited liability
---------
company.

"Bank Credit" has the meaning given in Paragraph B of the recitals hereto,
-----------
and includes any such amounts under any Credit Agreement, provided that the
principal amount

of Bank Credit which may be secured by the Collateral and participate in voting
under this Agreement may under no circumstances exceed $400,000,000 minus the
sum of each "Bank Portion", as defined in Section 3(c).

"Bank Loans" means the loans of the Banks to the Company under the Credit
----------
Agreement.

"Business Day" means any day other than a Saturday, a Sunday or a day on
------------
which banking institutions in New York, New York or San Francisco, California or
at a place of payment are authorized by law, regulation or executive order to
remain closed.

"Collateral" means, collectively, (i) the "Collateral" as such term is used
----------
in the Deed of Trust, (ii) the "Mortgaged Property" as such term is used in the
Deed of Trust, (iii) the "Collateral" as such term is used in the Security
Agreement, (iv) any collateral in which the Company hereafter grants the
Collateral Agent a lien or security interest pursuant to any other Collateral
Document, (v) any proceeds of title insurance with respect to the Collateral,
(vi) any proceeds of an "Event of Loss", as such term is defined in the
Indenture or as such term in defined in the Credit Agreement, including without
limitation any proceeds of insurance for which the Collateral Agent is insured
or loss payee pursuant to the Credit Agreement, Indenture or Collateral
documents (amounts in this clause (vi), "Event of Loss Proceeds"), or (vii) any
----------------------
proceeds of a "Collateral Asset Sale", as such term is defined in the Indenture
("Collateral Asset Sale Proceeds").
------------------------------

"Collateral Documents" means the Deed of Trust, the Security Agreement and
--------------------
any related security documents or instruments to which the Company is a party.

"Credit Agreement" has the meaning given in Paragraph B of the recitals
----------------
hereto, and also includes any amendment, modification, supplement, restatement,
refinancing document or replacement of such Credit Agreement.

"Credit Class" means either the Noteholders or the Banks, as the context
------------
may require.

"Creditors" means the Noteholders and the Banks, collectively.
---------

"Deed of Trust" means the Deed of Trust, Assignment, Security Agreement and
-------------
Financing Statement, dated as of August 1, 1996, by the Company for the benefit
of the Collateral Agent, and also includes any amendment, modification,
supplement, restatement, or replacement thereof executed by the Company for the
benefit of the Collateral Agent.

"Directing Creditors" has the meaning given in Section 7(a).
-------------------

"Easement Agreement" means the Reciprocal Easement Agreement, dated as of
------------------
August 1, 1996, between the Company and AMD Texas, and also includes any
amendment, modification, supplement, restatement, or replacement thereof
executed by the Company and AMD Texas.

"Exceptional Decisions" has the meaning given in Section 7(b).
---------------------

2

"Excess Proceeds Offer" has the meaning given in the Indenture.
---------------------

"Indemnity Agreement" means the Payment, Reimbursement and Indemnity
-------------------
Agreement, dated as of August 1, 1996, between the Company and the Collateral
Agent, and also includes any amendment, modification, supplement, restatement or
replacement thereof executed by the Company and the Collateral Agent.

"Lease Agreement" means the Lease, Option to Purchase, and Put Option
---------------
Agreement, dated as of August 1, 1996, between the Company and AMD Texas, and
also includes any amendment, modification, supplement, restatement, or
replacement thereof executed by the Company and AMD Texas.

"Lease Documents" means the Lease Agreement, Easement Agreement, Sublease,
---------------
and any subsequent subleases contemplated by Sections 9.2 and 10.1 of the Lease
Agreement.

"Noteholders" means the holders of the Senior Secured Notes from time to
-----------
time.

"Note Obligations" means all present and future obligations of the Company
----------------
to the Noteholders and the Trustee under the Indenture, provided that the
principal amount of Note Obligations which may be secured by the Collateral and
participate in voting under this Agreement may under no circumstances exceed
$400,000,000 minus the sum of the portions of the "Note Portion", as defined in
Section 3(c), accepted by the Noteholders pursuant to an Excess Proceeds Offer.

"Notice of Acceleration" has the meaning given in Section 4(b).
----------------------

"Permitted Investments" means: (i) United States dollars, (ii) securities
---------------------
issued or directly and fully guaranteed or insured by the United States
government or any agency or instrumentality thereof having maturities of not
more than six months from the date of acquisition, (iii) certificates of
deposit, time deposits and eurodollar time deposits with maturities of six
months or less from the date of acquisition, bankers' acceptances with
maturities not exceeding six months and overnight bank deposits, in each case
with the Collateral Agent, any of the Banks or any domestic commercial bank
having capital and surplus in excess of $500 million and a Keefe Bank Watch
Rating of "B" or better, (iv) repurchase obligations with a term of not more
than seven days for underlying securities of the types described in clauses (ii)
and (iii) above entered into with any financial institution meeting the
qualifications specified in clause (iii) above and (v) commercial paper having
the highest rating obtainable from Moody's Investors Service, Inc. or Standard &
Poor's Ratings Group and in each case maturing within six months after the date
of acquisition.

"Person" means any natural person, corporation, partnership, firm,
------
association, governmental authority, or any other entity whether acting in an
individual, fiduciary or other capacity.

"pro rata" means, as between the Noteholders and the Banks, in proportion
--------
to the aggregate outstanding amounts of principal outstanding under the Senior
Secured Notes and Bank Loans, determined on the day of application of such term.

3

"Security Agreement" means the Security Agreement, dated as of August 1,
------------------
1996, between the Company and the Collateral Agent, and also includes any
amendment, modification, supplement, restatement, or replacement thereof
executed by the Company and the Collateral Agent.

"Sublease" means the Sublease Agreement, dated as of August 1, 1996,
--------
between the Company and AMD Texas, and also includes any amendment,
modification, supplement, restatement, or replacement thereof executed by the
Company and AMD Texas.

2. Appointment of Collateral Agent; Duties.
---------------------------------------

(a) Collateral Agent is hereby appointed by the Trustee and the Bank Agent
as their collateral agent hereunder, and the Collateral Agent hereby agrees to
act as their Collateral Agent pursuant to the terms of this Agreement.

(b) Subject to the terms and conditions of this Agreement, the Collateral
Agent shall act as secured party under the Security Agreement, beneficiary under
the Deed of Trust and lienholder under any other Collateral Documents during the
term of this Agreement, in each case as collateral agent for the Trustee and the
Bank Agent.

(c) Subject to the terms and conditions of this Agreement, the Collateral
Agent shall act as depositary agent under the Security Agreement with respect to
the "Proceeds Account" established thereunder, and as such shall accept all
cash, payments, or other amounts to be delivered to or held by the Collateral
Agent pursuant to the terms of the Security Agreement. The Collateral Agent
shall hold and safeguard the Proceeds Account (and the cash, instruments and
securities on deposit therein in accordance with the terms of the Security
Agreement) during the term of this Agreement.

(d) Subject to the terms and conditions of this Agreement, the Collateral
Agent shall act as "Lender" under and as defined in the Lease Documents.

(e) Subject to the terms and conditions of this Agreement, the Collateral
Agent shall follow the instructions of the Directing Creditors from time to
time, subject to and consistent with the Collateral Agent's rights and
obligations expressed in the Collateral Documents and in accordance with
applicable law. The Noteholders' representative for purposes of delivering
notices and instructions to the Collateral Agent shall be the Trustee and the
Banks' representative for purposes of delivering notices and instructions to the
Collateral Agent shall be the Bank Agent. The Collateral Agent shall disregard
notices and instructions from any other Person in respect of the applicable
Credit Class.

(f) The Collateral Agent shall provide the Bank Agent and the Trustee with
a copy of all notices received from the Company under the Collateral Documents.

(g) The Collateral Agent shall timely file Uniform Commercial Code
continuation statements to continue the perfection of the security interests
under the Security Agreement.

(h) During any period when the Collateral Agent is exercising remedies
against the Company or the Collateral, the Collateral Agent shall furnish the
Bank Agent and

4

the Trustee with reports of its activities in connection therewith upon the
occurrence of significant events and upon the request of the Trustee or the Bank
Agent, but in any event at least monthly.

(i) The Collateral Agent acknowledges the provisions of (A) the Indenture
involving potential actions which the Company may take after an Event of Loss
(as defined in the Indenture) and a Collateral Asset Sale, which may necessitate
activity by the Collateral Agent; (B) Section 2.07(c) of the Credit Agreement,
which may necessitate activity by the Collateral Agent; (C) the Lease Documents
in effect as of the date hereof and (D) the Collateral Documents.

(j) Except to the extent otherwise provided in the immediately succeeding
sentence, the duties of the Collateral Agent hereunder and under the Collateral
Documents shall be ministerial and administrative in nature; the Collateral
Agent shall not have by reason of this Agreement or the Collateral Documents a
fiduciary or trust relationship with respect to the Bank Agent, any Bank, the
Trustee, or any Noteholder, and nothing in this Agreement, expressed or implied,
is intended to or shall be so construed as to imply such obligations or impose,
upon the Collateral Agent, any obligations whatsoever arising under this
Agreement, the Indenture, the Credit Agreement or any Collateral Document,
except as expressly set forth herein or therein. Notwithstanding the
immediately preceding sentence, for the limited purpose of holding and
distributing or applying proceeds of Collateral and Permitted Investments, the
Collateral Agent shall hold such proceeds and Permitted Investments in trust for
the benefit of the Bank Agent and the Trustee, in accordance with their rights
and priorities provided for herein.

3. Collateral; Collateral-Sharing.
------------------------------

(a) Additional Collateral. Without implying that either the Indenture or
---------------------
the Credit Agreement allows such additional collateral, any collateral other
than the Collateral in which the Company grants the Bank Agent, the Banks, the
Trustee or the Noteholders (or, in each case, any agent or trustee therefor) any
security interest or lien in respect of such collateral shall not be part of the
Collateral hereunder or otherwise subject to this Agreement unless agreed by all
the parties hereto. Neither the Trustee, the Bank Agent nor the Banks may take
as such additional collateral for the Bank Credit or Note Obligations any real
property in California unless such party provides to the other reasonable
assurances, including, if requested, appropriate indemnities, that such real
property collateral will not allow the Company under any circumstances to assert
the benefits of California Code of Civil Procedure (S)(S) 580d or 726 or other
California anti-deficiency statutes or any other similar statutes in any other
jurisdiction.

(b) Sharing of Collateral. Neither the Trustee nor the Bank Agent shall be
---------------------
entitled to exercise any remedies directly under the Collateral Documents, but
only through providing instructions to the Collateral Agent under this
Agreement, either jointly or as Directing Creditors. In the event of the
realization of proceeds of any collection or disposition of Collateral pursuant
to the Collateral Documents, except as otherwise provided in Section 3(c),
Collateral Agent shall distribute such proceeds to the specified Persons in the
following order of priority:

5

(i) to the Collateral Agent and any predecessor Collateral Agent(s)
in reimbursement of its (or their) fees, charges and expenses in accordance with
the terms of the Indemnity Agreement, including the fees, expenses and
disbursements of its (or their) agents and legal counsel, and any and all claims
of the Collateral Agent against the Company for indemnification in accordance
with the terms of the Indemnity Agreement; provided that the Collateral Agent
(or its predecessor, as the case may be) shall not be entitled to payment from
such proceeds of such fees, charges, expenses and claims for indemnification, if
any, that arise prior to the commencement by or against the Company of a
bankruptcy case under Title 11 of the United States Code and as to which the
Collateral Agent (or its predecessor, as the case may be) had a reasonable
opportunity to submit to the Company an invoice and demand for payment prior to
such commencement, unless the Collateral Agent (or its predecessor, as the case
may be) actually submitted such invoice and demand prior to such commencement;

(ii) to the out-of-pocket costs of collection and enforcement of
remedies incurred by the Trustee and the Bank Agent, on a pari passu basis,
inclusive of any amounts owed to the Trustee under Section 7.07 of the Indenture
and of fees, expenses and disbursements of agents and legal counsel to the
Trustee and the Bank Agent, and costs of appraisals, environmental reports and
receivers all in accordance with the terms of the Indenture, the Credit
Agreement and any Loan Documents (as defined in the Credit Agreement);

(iii) to accrued and unpaid interest on the Bank Loans and accrued
and unpaid interest on the Senior Secured Notes, on a pro rata basis;

(iv) to the due and unpaid principal of the Bank Loans and the due
and unpaid principal of the Senior Secured Notes, on a pro rata basis;

(v) to any remaining unpaid amounts of (A) the Bank Credit and
other amounts owing under or in connection with the Credit Agreement (other than
amounts described in clause (vi) below) and (B) the Note Obligations and other
amounts owing under or in connection with the Indenture, on a pro rata basis;

(vi) to the fees of legal counsel for each Bank, if applicable, on a
pari passu basis in accordance with the terms of the Credit Agreement and any
Loan Documents (as defined in the Credit Agreement); and

(vii) to other Persons as their interests may appear or as instructed
by a court of competent authority.

No party hereto shall be entitled to a distribution on any lower priority
pursuant to clauses (ii) through (vii) above unless and until all higher
priorities have been paid in full.

(c) Sharing of Event of Loss Proceeds and Collateral Asset Sale Proceeds.
--------------------------------------------------------------------
In any circumstance when the Collateral Agent receives Event of Loss Proceeds or
Collateral Asset Sale Proceeds pursuant to the Indenture and the Security
Agreement and the Indenture specifies that all or a portion of such proceeds are
to be applied to an Excess Proceeds Offer, the Collateral Agent shall divide
such proceeds between the Credit Classes on a pro rata basis. The portion
thereof calculated by reference to the Bank Loans ("Bank Portion") shall be paid
------------
to the Bank Agent for application toward the prepayment of Bank Loans in
accordance with the

6

Credit Agreement. The portion thereof calculated by reference to the Senior
Secured Notes ("Note Portion") shall be paid to the Trustee upon its request,
------------
for application to an Excess Proceeds Offer. The parties acknowledge that the
Indenture provides that in the event the Noteholders do not accept Excess
Proceeds (as defined in the Indenture) or proceeds of a Collateral Asset Sale in
the full amount to which they are entitled, the portion thereof which would
otherwise have been applied to the redemption of Senior Secured Notes in
accordance herewith will be paid to the Company, subject to any right of the
Collateral Agent to set off or apply all or any part of such portion with any
investment income thereon pursuant to Section 5.4 of the Indemnity Agreement.

4. Notices; Exercise of Remedies.
-----------------------------

(a) Notice by Trustee of Event of Default. The Trustee shall notify the
-------------------------------------
Collateral Agent if an Event of Default has occurred under (and as defined in)
the Indenture, and of the forbearance, waiver or other termination, if any, of
such Event of Default.

(b) Notice of Acceleration. In the event an "Event of Default", however
----------------------
such term is defined in the Indenture or Credit Agreement, occurs, and either
the Note Obligations or Bank Credit is accelerated, the Trustee or Bank Agent
shall notify the other and the Collateral Agent of such acceleration,
certifying: (i) that such acceleration has occurred and (ii) the principal,
interest, fees and other amounts owed by the Company (such certification, a
"Notice of Acceleration").
- -----------------------

(c) Mandatory Cross-Acceleration. Upon receipt of a Notice of
----------------------------
Acceleration from the other Credit Class, the members of a Credit Class shall
accelerate their Bank Credit or Note Obligations, as the case may be, and shall
deliver a separate Notice of Acceleration as provided in Section 4(b).

(d) Remedies. Upon receipt by the Collateral Agent of a Notice of
--------
Acceleration from both the Trustee and the Bank Agent, or upon receipt by the
Collateral Agent of notice of the commencement by or against the Company of a
bankruptcy case or other insolvency proceeding, the Collateral Agent shall
retain legal counsel acceptable to the Bank Agent and the Trustee, and shall
exercise such remedies under the Collateral Documents as it shall be instructed
by the Directing Creditors.

(e) No Inconsistent Actions. The Trustee agrees to take no action in a
-----------------------
bankruptcy proceeding with respect to the Company or the Collateral which is
inconsistent with the terms of this Agreement. The Bank Agent and the Banks
have agreed to a similar provision for the benefit of the Trustee in Section
9.11 of the Credit Agreement.

5. Investment. Except as otherwise provided in the Collateral Documents:
----------
any cash held by the Collateral Agent hereunder pending distribution thereof
shall be invested by the Collateral Agent from time to time as directed by the
Directing Creditors in Permitted Investments. Any income or gain realized as a
result of any such investment shall be reinvested in Permitted Investments.
Neither the Collateral Agent nor the Directing Creditors shall have any
liability for any loss resulting from any such investment or sale thereof. Any
cash held by the Collateral Agent that is not invested in Permitted Investments
pursuant to instructions from the Directing Creditors shall not earn or accrue
interest during the period such

7

cash is not so invested. The Collateral Agent shall provide the Trustee and the
Bank Agent with monthly statements at any time that it holds cash or Permitted
Investments hereunder.

6. Restrictions on Amendments. The Bank Agent shall not permit any term
--------------------------
of the Credit Agreement to be amended, modified or waived, and the Trustee,
acting on behalf of the Noteholders, shall not amend, modify or waive any
provision of the Indenture, in each case in a manner which is intended by the
Bank Agent or the Trustee to circumvent or undermine the terms of this Agreement
or the results intended by this Agreement to be achieved with respect to the
Collateral or proceeds thereof. The foregoing sentence is not intended to impair
the ability of each Credit Class to manage and administer its credit to the
Company in any manner such Credit Class otherwise deems appropriate.

7. Directing Creditors.
-------------------

(a) Defined. Except with respect to Exceptional Decisions, as defined
-------
below, all instructions to the Collateral Agent, including specific instructions
as to the implementation of the general instruction described in Section 7(b)(i)
(including, without limitation, delivery of a notice of foreclosure,
foreclosure, and appointment of a receiver), shall be given by the Directing
Creditors. The term "Directing Creditors" means Creditors holding more than 50%
-------------------
of the Aggregate Credit. For purposes of calculation of the Directing
Creditors, either Credit Class may, by vote of its Credit Class, delegate
instructional authority to any subset of such Credit Class, in which event the
Persons having been granted such instructional authority shall be deemed to
represent 100% of the members of their respective Credit Class. Any such
delegation of authority may be rescinded at any time by majority vote of the
applicable Credit Class.

(b) Exceptional Decisions. The circumstances set forth in this section
---------------------
(b) shall call for "Exceptional Decisions", as such term is used herein, and
---------------------
instruction to the Collateral Agent in connection with such circumstances shall
be effected as provided below:

(i) Commencement of Remedies. Either Credit Class, after
------------------------
determining to do so by vote solely within such class after the representative
of such Credit Class (either the Trustee or Bank Agent) has delivered a Notice
of Acceleration as provided in Section 4(b), may instruct the Collateral Agent
to "generally realize upon the Collateral and protect the Creditors' interests
in connection therewith, all as expeditiously as reasonably possible." Upon
receipt by the Collateral Agent of a Notice of Acceleration from both Credit
Classes, the Collateral Agent shall follow such general instruction and shall
thereupon follow the instructions of the Directing Creditors. No subsequent
instruction by the Directing Creditors shall be inconsistent with the foregoing
general instruction and the Collateral Agent shall disregard any such
inconsistent instruction.

(ii) Amendment of Collateral Documents. The Collateral Agent shall
---------------------------------
not agree to any amendment of the Collateral Documents except upon notice to the
Collateral Agent by the representative of each Credit Class of the concurrence
of such Credit Class, determined by the applicable vote solely within such
class; provided that no agreement of any Creditor nor notice of the concurrence
of any Credit Class shall be required for (A) the Collateral Agent to take the
actions contemplated by Section 6.25 of the Deed of Trust in connection with
releasing certain Collateral after the Company's Austin real property is re-
platted or (B) such amendments to financing statements or other Collateral
Documents as

8

Collateral Agent determines are necessary to effectuate the intent of this
Agreement or the Collateral Documents.

(iii) Amendment of this Agreement. The Collateral Agent shall not
---------------------------
agree to any amendment of this Agreement except upon notice to the Collateral
Agent by the representative of each Credit Class of the concurrence of such
Credit Class, determined by the applicable vote solely within such class.

(iv) Release of Collateral. The Collateral Agent shall not release
---------------------
any Collateral from the lien and security interests created by the Collateral
Documents except as expressly provided therein or except upon notice to the
Collateral Agent by the representative of each Credit Class of the concurrence
of such Credit Class, determined by the applicable vote solely within such
class; provided that no agreement of any Creditor shall be required for the
Collateral Agent to take the actions contemplated by Section 6.25 of the Deed of
Trust in connection with re-platting of the Company's Austin real property.

(v) Certain Actions Under Lease Documents and Deed of Trust. So
-------------------------------------------------------
long as no Event of Default under and as defined in the Indenture shall have
occurred and be continuing and shall have been noticed to the Collateral Agent,
the Bank Agent, acting alone or after consultation with the Banks and in
accordance with Section 7(f), may instruct the Collateral Agent to grant or
withhold the consents contemplated by the Lease Documents and the Deed of Trust
to be given solely by the Bank Agent under those circumstances. The Trustee, the
Bank Agent and the Collateral Agent agree that, when the conditions specified in
Section 6.25 of the Deed of Trust have been satisfied to the reasonable
satisfaction of the Bank Agent, then the Bank Agent, acting alone or after
consultation with the Banks, but not acting in any way as agent or fiduciary for
the Trustee, shall instruct the Collateral Agent to execute and deliver the
Partial Release of Lien (as defined in Section 6.25 of the Deed of Trust).

(vi) Disposition of Certain Proceeds. The Trustee may instruct the
-------------------------------
Collateral Agent as to the disposition of the Note Portion, as defined in
Section 3(c), and the Bank Agent may instruct the Collateral Agent as to the
disposition of the Bank Portion, as defined in Section 3(c).

(c) Certificates of Trustee and Bank Agent. Concurrently with any
--------------------------------------
calculation of Directing Creditors or any Exceptional Decision requiring the
vote of both Credit Classes, the Trustee and the Bank Agent shall certify to the
Collateral Agent (i) the aggregate principal amount of the Aggregate Credit held
by the Noteholders or the Banks, as the case may be, and (ii) the votes cast by
the members of the applicable Credit Class.

(d) Calculations Binding. All calculations of the Directing Creditors
--------------------
shall be made by the Collateral Agent upon receipt of and in exclusive reliance
upon the certificates described in Section 7(c), and shall be binding upon each
Credit Class.

(e) Directing Creditors Held Harmless. In considering how to pursue
---------------------------------
creditor remedies against the Company or the Collateral and before initiating
any such creditor remedies, the Creditors shall first determine whether any
proposed creditor remedies or other actions create a risk that the remaining
interests of the Banks or the Noteholders (including, without limitation, the
right to seek a deficiency judgment against the Company or the right to pursue
other collateral) will be impaired or prejudiced. To the greatest extent
possible, all

9

instructions given or actions taken concerning the exercise of creditor remedies
or other actions under this Agreement shall attempt to maximize the return for
all Creditors and attempt to minimize (to the greatest extent possible) the risk
that the rights and interests of some of the Creditors (including, without
limitation, the ability to seek and enforce a deficiency judgment against the
Company or the right to pursue other collateral) may be diminished or impaired
following the exercise of such creditor remedies or actions. Each Creditor
agrees that it shall not provide or cause or vote to be provided any instruction
to the Collateral Agent which would cause or result in disproportionate
prejudice or impairment to the other Creditors hereunder; and the Bank Agent
agrees that it shall not take any action under the Lease Documents or Deed of
Trust which would cause or result in disproportionate prejudice or impairment to
the interests of the Trustee and Noteholders. However, subject to the previous
sentence, the Directing Creditors shall be entitled to provide any instruction
and take any action which they in good faith believe is in the interest of the
Noteholders and the Banks.

(f) Bank Agent Held Harmless. The following provisions shall apply, as
------------------------
among the parties hereto, to the rights, duties and liabilities of the Bank
Agent in taking the actions contemplated by Section 7(b)(v):

(i) The Bank Agent shall be protected in acting or refraining from
acting upon any written notice, certificate, instruction, request or other paper
or document, as to the due execution thereof and the validity and effectiveness
of the provisions thereof and as to the truth of any information therein
contained, which it in good faith believes to be genuine.

(ii) The Bank Agent shall not be liable for any error of judgment or
for any act done or step taken or omitted (including, without limitation, all
judgments or determinations made, and instructions given, by the Bank Agent
regarding whether the conditions specified in Section 6.25 of the Deed of Trust
have been satisfied and whether the Partial Release of Lien (as defined therein)
should be delivered), except in the case of its gross negligence or willful
misconduct, provided, that if any such liability attaches, such liability shall
be limited to actual damages resulting directly from such gross negligence or
willful misconduct.

(iii) The Bank Agent may consult with and obtain advice from counsel
of its own choice in the event of any dispute or question as to the construction
of any provision in the Lease Documents or Deed of Trust, or any question about
the legal issues or risks faced by the Bank Agent in connection with any action
taken or contemplated, and shall not be liable for any action taken or omitted
to be taken in good faith by it in accordance with the advice of such counsel.

(iv) The Bank Agent shall have no duty to ascertain or inquire as to
the performance or observance by the Company or AMD Texas of any of the terms,
covenants, or conditions of the Lease Documents or Deed of Trust.

(v) The Bank Agent is not acting at any time as agent for the
Trustee or Noteholders and the Bank Agent shall not have any fiduciary
obligations or duties of any kind under this Agreement or any trust relationship
with the Collateral Agent, the Trustee or the Noteholders.

8. Collateral Agent.
----------------

10

(a) Rights, Duties, etc. of Collateral Agent. The acceptance by the
----------------------------------------
Collateral Agent of its duties hereunder is subject to the following terms and
conditions which the parties hereby agree shall, as among the parties hereto,
govern and control with respect to the rights, duties, liabilities and
immunities of the Collateral Agent:

(i) it shall act hereunder as an agent only and shall not be
responsible or liable in any manner whatever for soliciting any funds or for the
sufficiency, correctness, genuineness or validity of any funds or securities
deposited with or held by it;

(ii) it shall be protected in acting or refraining from acting upon
any written notice, certificate, instruction, request or other paper or
document, including any actual or purported Notice of Acceleration or other
document received by the Collateral Agent from the Bank Agent or the Trustee, as
to the due execution thereof and the validity and effectiveness of the
provisions thereof and as to the truth of any information therein contained,
which it in good faith believes to be genuine;

(iii) it shall not be liable for any error of judgment or for any act
done or step taken or omitted except in the case of its gross negligence or
willful misconduct, provided, that if any such liability attaches, such
liability shall be limited to actual damages resulting directly from such gross
negligence or willful misconduct;

(iv) it may consult with and obtain advice from counsel of its own
choice in the event of any dispute or question as to the construction of any
provision in this Agreement or any Collateral Document, or any question about
the legal issues or risks faced by the Collateral Agent in connection with any
action taken or contemplated, and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel;

(v) it shall have no duties as Collateral Agent except those which
are expressly set forth herein and in the Collateral Documents and in any
modification or amendment hereof or thereof;

(vi) it may execute or perform any duties hereunder either directly
or through agents or attorneys, and Collateral Agent shall not be responsible
for the negligence or misconduct of any such agents or attorneys unless the
selection or oversight of such agents or attorneys constituted gross negligence
or willful misconduct;

(vii) it may engage or be interested in any financial or other
transactions with any party hereto, or the Company, and may act on, or as
depositary, trustee or agent for, any committee or body of holders of
obligations of such Persons as freely as if it were not the Collateral Agent
hereunder, except to the extent such activities would render the Collateral
Agent unable to satisfy its obligations to the Trustee and the Bank Agent
hereunder.

(viii) it shall not be obligated to take any action or omit to take
any action which in its reasonable judgment would subject it to any expense or
risk of liability unless it has received, from one or more Persons reasonably
acceptable to Collateral Agent, indemnity satisfactory to it specifically
covering all liability and expense that it may incur in taking or omitting to
take such action;

11

(ix) it shall have no duty to ascertain or inquire as to the
performance or observance by the Company of any of the terms, covenants, or
conditions of the Credit Agreement, the Indenture, the Senior Secured Notes, or
any of the Collateral Documents;

(x) it shall have no responsibility for (A) the due authorization,
execution, legality, validity, enforceability, genuineness, sufficiency, or
value of the Credit Agreement, the Indenture, the Senior Secured Notes, or any
of the Collateral Documents, or (B) the perfection or priority of any of the
liens and security interests created or evidenced by the Collateral Documents
(except as otherwise required by Section 2(g));

(xi) it shall have no obligation or duty to take any action under
this Agreement or the Collateral Documents if taking such action would subject
Collateral Agent to a tax in any jurisdiction where it is not then subject to a
tax, unless the Collateral Agent is indemnified to its satisfaction in
connection with such action; and

(xii) it shall have no obligation or duty to take any action under
this Agreement or the Collateral Documents in any jurisdiction other than the
states of California, Texas or New York if taking such action would (A) require
the Collateral Agent to qualify to do business in any such other jurisdiction
where it is not then so qualified, or (B) subject the Collateral Agent to in
personam jurisdiction in any such other jurisdiction where it is not then so
subject.

(b) No Reliance. Bank Agent, each of the Banks, and Trustee, on its own
-----------
behalf and on behalf of each of the Noteholders, acknowledges that (i) it has,
independently of and without reliance upon the Collateral Agent, based on such
information and documents as it has deemed appropriate, made its own credit
analysis and decision to enter into the transactions evidenced by the Credit
Agreement or the Indenture and the Senior Secured Notes and the Collateral
Documents, as the case may be, and (ii) it will, independently of and without
reliance upon the Collateral Agent, based on such information and documents as
it deems appropriate, continue to make its own credit decisions in taking or
omitting to take action under or in connection with the obligations under the
Credit Agreement or the Indenture and the Senior Secured Notes, as the case may
be.

(c) Resignation or Removal.
----------------------

(i) The Collateral Agent may at any time resign by giving notice to
each other party, such resignation to be effective upon the appointment of a
successor Collateral Agent as hereinafter provided.

(ii) The Trustee and the Bank Agent may remove the Collateral Agent
at any time by giving joint notice of such removal to the Collateral Agent, each
such removal to be effective upon the appointment of a successor Collateral
Agent as hereinafter provided.

(iii) In the event of any resignation or removal of the Collateral
Agent, a successor Collateral Agent, which shall be a bank or trust company
organized under the laws of the United States of America or of the State of New
York, having a corporate trust office in New York and a capital and surplus of
not less than $250,000,000, shall be jointly appointed by the Trustee (with or
without the vote of the Noteholders) and the Bank Agent. If a successor
Collateral Agent shall not have been appointed and accepted its appointment as
the Collateral

12

Agent hereunder within 45 days after such notice of resignation of the
Collateral Agent or such notice of removal of the Collateral Agent, the
Collateral Agent or the Trustee and the Bank Agent may apply to any court of
competent jurisdiction to appoint a successor Collateral Agent to act until such
time, if any, as a successor Collateral Agent shall have accepted its
appointment as above provided. Any successor Collateral Agent so appointed by
such court shall immediately and without further act be superseded by any
successor Collateral Agent appointed by the Trustee and Bank Agent. Any such
successor Collateral Agent shall deliver to each party a written instrument
accepting such appointment hereunder and thereupon such successor Collateral
Agent shall succeed to all the rights and duties of the Collateral Agent
hereunder and shall be entitled to receive assignment of all rights from the
predecessor Collateral Agent.

(iv) Upon the appointment of a successor Collateral Agent as
provided in Section 8(c)(iii), the resigning or removed Collateral Agent shall
be discharged from all further duties and obligations under this Agreement and
the Collateral Documents; provided, that the resigned or removed Collateral
Agent shall cooperate in assigning to such successor Collateral Agent all of its
right, title, and interest under this Agreement and the Collateral Documents and
executing all documentation necessary or appropriate to evidence such assignment
in all appropriate filing offices and jurisdictions.

(d) Fees and Indemnification of Collateral Agent. The Collateral Agent
--------------------------------------------
agrees to be compensated for its services as Collateral Agent hereunder and
under the Collateral Documents directly from the Company, to obtain appropriate
indemnities directly from the Company pursuant to the Indemnity Agreement and
any successor or related agreement and to waive recourse to the Collateral, the
Trustee, the Bank Agent and the Creditors for payment of its fees, expenses and
indemnities, except in the event of a disposition of Collateral and distribution
of the proceeds as provided in Section 3(b).

9. Miscellaneous.
-------------

(a) Agreement Supersedes. As among the parties hereto, the terms and
--------------------
conditions of this Agreement shall govern notwithstanding (i) the time or place
of execution or filing of any financing statement or other security document,
(ii) the validity, enforceability, priority or perfection of any lien, (iii) the
status of the indebtedness owed by the Company to the Noteholders, the Bank
Agent or the Banks being characterized as "purchase money" or otherwise, or (iv)
any defenses against the validity or enforceability of the Senior Secured Notes
or Bank Loans, or any claim of fraudulent conveyance.

(b) Trustee on Behalf of Noteholders. For all purposes of this Agreement
--------------------------------
relating to payments received or receivable hereunder, payments to the
Noteholders shall be deemed made if such payments are made to Trustee on behalf
of the Noteholders in accordance with the Indenture.

(c) Turnover. Any payment or other distribution of any kind or character
--------
wrongfully received by any party under the terms of this Agreement shall be held
in the form received, in trust for the other parties entitled thereto, and such
party wrongfully receiving any such payment or distribution shall promptly turn
such portion of such payment or distribution over to the other party or parties
entitled thereto as shall be necessary to ensure that such payment or
distribution is distributed as would have been effected under this Agreement.

13

(d) No Warranties. Except as expressly set forth herein, the parties have
-------------
not made to each other nor do they hereby or otherwise make to each other any
warranties, express or implied, or do they assume any liability to each other
with respect to the enforceability, validity, value or collectability of the
Collateral (or any portion thereof) or as to title to the Collateral. No party
shall be liable to the other for any action or failure to act or any error of
judgment, negligence, or mistake, or oversight whatsoever on the part of such
party or its agents, officers, employees or attorneys with respect to any
transaction relating hereto, provided such party has acted in good faith and has
not been guilty of gross negligence or willful misconduct. No party shall be
prejudiced in its rights under this Agreement by any act or failure to act of
the Company, or any noncompliance by the Company with any agreement or
obligation, regardless of any knowledge thereof which any such party may have or
with which such party may be charged.

(e) Further Assurances. The parties agree to execute such further
------------------
documents and instruments, and to take such other actions, as shall be
reasonably necessary to carry out the intent of this Agreement.

(f) Notices; Instructions to Collateral Agent. All notices and other
-----------------------------------------
communications, including instructions to the Collateral Agent, required or
permitted to be given or made under this Agreement shall be in writing and shall
be deemed to have been duly given and received, regardless of when and whether
received, either: (a) on the day of hand delivery; (b) on the Business Day
after the day sent, when sent by overnight courier (such as Federal Express, Air
Borne, UPS Next Day Service or DHL); or (c) when telecopied, when receipt is
confirmed by machine or otherwise in writing, addressed as follows:

To the Trustee:

United States Trust Company of New York
114 West 47th Street
New York, NY 10036
Attention: Corporate Trust Department
Telephone: (212) 852-1000
Telecopy: (212) 852-1625

To the Bank Agent:

Bank of America National Trust and Savings Association
555 California Street, 41st Floor
San Francisco, CA 94104
Attention: Kevin McMahon, Vice President
Telephone: (415) 622-8088
Telecopy: (415) 622-2514

14

To the Collateral Agent:

IBJ Schroder Bank & Trust Company
One State Street
New York, NY 10004
Attention: Corporate Trust Administration
Telephone: (212) 858-2000
Telecopy: (212) 425-0542

or at such other address as the specified entity most recently may have
designated in writing in accordance with this section to the others.

(g) Headings. The headings in this Agreement are for purposes of
--------
reference only and shall not affect the meaning or construction of any provision
of this Agreement.

(h) Severability. The provisions of this Agreement are severable, and if
------------
any clause or provision shall be held invalid, illegal or unenforceable in whole
or in part in any jurisdiction, then such invalidity or unenforceability shall
affect in that jurisdiction only such clause or provision, or part thereof, and
shall not in any manner affect such clause or provision in any other
jurisdiction or any other clause or provision of this Agreement in any
jurisdiction.

(i) Binding Agreement; Parties' Right to Assign. This Agreement shall be
-------------------------------------------
binding upon the parties and their respective successors and assigns and shall
inure to the benefit of the parties and their respective successors and assigns.
This Agreement may only be enforced by the parties (including their respective
successors and assigns) against each other. This Agreement is not intended to
give rise to any third party beneficiaries.

(j) Amendments, Waivers and Consents. Any amendment or waiver of any
--------------------------------
provision of this Agreement shall be effective only if made in writing and
signed by the Person sought to be bound. The parties hereto agree that they
shall not amend any term of this Agreement if such amendment would materially
adversely affect the rights or obligations of the Company under the Indenture,
the Notes, the Credit Agreement or any Collateral Document unless such amendment
is consented to in a writing signed by the Company.

(k) Fees, Etc. of Collateral Agent. This Agreement shall not be
------------------------------
terminated, nor shall the Collateral Agent be instructed to release the lien of
the Collateral Documents, unless the Collateral Agent has been paid all amounts
owed to the Collateral Agent under the Indemnity Agreement.

(l) Counterparts. This Agreement may be executed in any number of
------------
counterparts and by the different parties on separate counterparts, each of
which, when so executed and delivered, shall be deemed an original but all of
which shall together constitute one and the same agreement.

15

(m) Governing Law. The validity, interpretation and enforcement of
-------------
this Agreement shall be governed by the laws of the State of New York without
reference to the conflicts of laws (other than Section 5-1401 of the New York
General Obligations Law).

IN WITNESS WHEREOF, the parties have caused this Intercreditor and
Collateral Agency Agreement to be duly executed by their officers thereunto duly
authorized, as of the day and year first above written.

TRUSTEE UNITED STATES TRUST COMPANY OF
NEW YORK, as Trustee


By: /s/ Albert J. Edwards
-------------------------------
Name: Albert J. Edwards
Title: Vice President

BANK AGENT BANK OF AMERICA NATIONAL TRUST
AND SAVINGS ASSOCIATION, as Agent


By: /s/ Kevin McMahon
-------------------------------
Name: Kevin McMahon
Title: Vice President

COLLATERAL AGENT IBJ SCHRODER BANK & TRUST
COMPANY, as Collateral Agent

By: /s/ Thomas J. Bogert
-------------------------------
Name: Thomas J. Bogert
Title: Vice President


ACKNOWLEDGMENT
--------------

The Intercreditor and Collateral
Agency Agreement set forth above is
acknowledged and consented to by the undersigned.

ADVANCED MICRO DEVICES, INC.

By: /s/ Marvin D. Burkett
-------------------------------
Name: Marvin D. Burkett
Title: Senior Vice President, Chief Financial
and Administrative Officer and Treasurer

16